(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Item 1.01. |
Entry into a Material Definitive Agreement. |
• | Welltower OP issues Units or other membership interests in connection with the grant, award or issuance of stock or other equity interests in the Initial Member having designations, preferences and other rights such that the economic interests attributable to the newly issued stock or other equity interests in the Initial Member are substantially similar to the designations, preferences and other rights, except voting rights, of the membership interests issued to the Initial Member; or |
• | Welltower OP issues the additional membership interests to all Members holding membership interests in the same class or series in proportion to their respective percentage interests in that class or series. |
Item 3.03 |
Material Modification of Rights of Securityholders. |
Item 5.01 |
Changes in Control of the Registrant. |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
Nominee |
For |
Against |
Abstentions |
Broker Non-Votes |
||||||||||||
Kenneth J. Bacon |
356,755,249 | 31,791,256 | 228,464 | 26,946,405 | ||||||||||||
Karen B. DeSalvo |
387,652,042 | 926,476 | 196,451 | 26,946,405 | ||||||||||||
Philip L. Hawkins |
386,104,487 | 2,440,135 | 230,347 | 26,946,405 | ||||||||||||
Dennis G. Lopez |
386,829,419 | 1,710,423 | 235,127 | 26,946,405 | ||||||||||||
Shankh Mitra |
387,704,746 | 853,686 | 216,537 | 26,946,405 | ||||||||||||
Ade J. Patton |
386,081,122 | 2,465,437 | 228,410 | 26,946,405 | ||||||||||||
Diana W. Reid |
386,124,822 | 2,453,051 | 197,096 | 26,946,405 | ||||||||||||
Sergio D. Rivera |
386,011,311 | 2,547,511 | 216,147 | 26,946,405 | ||||||||||||
Johnese M. Spisso |
380,285,948 | 8,265,910 | 223,111 | 26,946,405 | ||||||||||||
Kathryn M. Sullivan |
384,678,331 | 3,892,710 | 203,928 | 26,946,405 |
For |
Against |
Abstentions |
Broker Non-Votes | |||
387,019,228 | 1,296,065 | 459,676 | 26,946,405 |
For |
Against |
Abstentions |
Broker Non-Votes | |||
396,236,828 | 19,098,524 | 386,022 | 0 |
For |
Against |
Abstentions |
Broker Non-Votes | |||
329,458,606 | 58,565,358 | 751,005 | 26,946,405 |
Item 8.01 |
Other Events. |
Item 9.01 |
Financial Statements and Exhibits . |
3.1 | Certificate of Formation of Welltower OP LLC. | |
3.2 | Limited Liability Company Agreement of Welltower OP LLC, dated as of May 24, 2022. | |
99.1 | Taxation. | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
WELLTOWER INC. | ||
By: | /s/ MATTHEW MCQUEEN | |
Name: | Matthew McQueen | |
Title: | Executive Vice President - General Counsel & Corporate Secretary | |
WELLTOWER OP LLC | ||
By: | /s/ MATTHEW MCQUEEN | |
Name: | Matthew McQueen | |
Title: | President |